DOLLAR TREE, INC. — Director's Dealing 2011

Mar 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-03-14

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-14	Common Stock	M	4001	—	Acquired	4588	Direct
2011-03-14	Common Stock	F	1293	$54.03	Disposed	3295	Direct
2011-03-15	Common Stock	M	9000	$17.82	Acquired	12295	Direct
2011-03-15	Common Stock	S	9000	$53.2648	Disposed	3295	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Restricted Stock Unit	$0	M	4001	Disposed	2009-03-14	Common Stock (4001)	Direct
2011-03-15	Stock Option (right to buy)	$17.82	M	9000	Disposed	2018-03-14	Common Stock (9000)	Direct

Footnotes

F1: Convert without cost to shares of common stock on a one-for-one basis.

F2: Vests in three approximately equal annual installments, beginning the first anniversary of the award date, subject to continued employment.

F3: Portion vested at anniversary of three-year award.

F4: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

F5: Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

F6: Represents the weighted average price for shares sold at the range between $53.24 and $53.3. The filer will provide full information regarding the number of shares sold at each price upon request.